1.Date of occurrence of the event:2013/08/01

2.Company name:Epistar Corporation

3.Relationship to the Company (please enter ”head office” or

  ”subsidiaries”):head office

4.Reciprocal shareholding ratios:N/A

5.Cause of occurrence: Announcement on the Conversion Price for the 4th 

 Unsecured Zero Coupon Euro Convertible Bonds

6.Countermeasures:N/A

7.Any other matters that need to be specified:

(1)Issue Amount, Denomination, Issue Price and Expected Issue Date:

A.Issue Amount: up to US$250 million

B.Denomination: US$100,000 or in any integral multiples thereof

C.Issue Price: 100% of par value

D.Expected Issue Date: 2013/08/07

(2)Coupon Rate: 0.0% per annum

(3)Redemption on the Maturity Date:

A.Redemption Method: Unless previously redeemed, repurchased

and cancelled or converted, the Bonds will be redeemed by the Issuer on the

Maturity Date at an amount equal to the principal amount of the Bonds plus

a gross yield of 0.25% per annum, calculated on a semi-annual basis,

amounting to 101.26% of their principal amount.

B.Maturity Date: 2018/08/07

(4)Conversion:

A.Conversion Period:

Unless previously redeemed, converted, repurchased or cancelled and except

during the Closed Period (as defined below), the Bonds may be converted at

any time starting from 41st day after the Issue Date to 10th day prior to

the Maturity Date into Common Shares. Under current ROC laws and

regulations, the Closed Period is defined as below:

(a)The period during which under the laws of the ROC the Issuer has to

close its shareholders' register, which period currently includes 60 days

prior to the date of the annual general shareholders' meeting, 30 days

prior to a special shareholders' meeting, or 5 days prior to the record

date for determination of shareholders entitled to receive dividends or

other benefits.

(b)In the event of free distribution of shares, distribution of cash

dividend or rights issues, the period from 15th trading days prior to the

close of register for determination of shareholders entitled to receive

dividends, subscription of new shares or other benefits to the record date

for the distribution or allocation of the relevant dividends, rights and

benefits.

(c)In the event of capital decrease of the Company, the period starts from

the record date for capital decrease to one (1) day prior to the trading

day of the shares reissued after the capital decrease.

(d)Other periods in which the stock transfer book of the Company is closed

pursuant to the ROC laws and TWSE regulations.

If there is any change in the future respect to the relevant laws and

regulations on closed period, the then current laws and regulations shall

apply.

B.Conversion Price:

NTD 65.13 per common share of Epistar Corporation

(Fixed Exchange rate: USD/NTD=29.968)

C.Redemption at the Option of the Bondholders:

(a)Each Bondholder shall have the right to require the Issuer to early

redeem the Bonds, in whole or in part, on the third anniversary from

the Issue Date at an amount equal to the principal amount of the Bonds

plus a gross yield of 0.25% per annum, calculated on a semi-annual

basis, amounting to 100.75%.

(b)In the event that the common shares of Epistar cease to be listed

on the TWSE, each Bondholder shall have the right to require the

Issuer to redeem the Bonds, in whole or in part, at the principal

amount of the Bonds plus a gross yield of 0.25% per annum, calculated

on a semi-annual basis.

(c)In the event that a Change of Control as defined in the Indenture

of the Bonds occurs to the Issuer, the Bondholders shall have the

right to require the Issuer to redeem the Bonds, in whole or in part,

at the applicable Early Redemption Amount.

(d)The Bondholder shall exercise the redemption right in accordance

with the procedure provided in the Indenture. The payment of the

Early Redemption Amount will be made by the Issuer in cash on the

payment date designated by the Issuer pursuant to the Indenture.

D.Redemption at the Option of the Issuer:

The issuer may redeem the Bonds in accordance with the following conditions:

(a)The Issuer has the option to call, in whole or in part at the Early

Redemption Amount anytime after 3 years from the Issue Date and prior to

the Maturity Date, if the closing price of the Common Shares on the TWSE,

translated into US dollars at the then prevailing exchange rate (using

the fixing rate at 11:00am, expressed as the number of NT dollars per one

US dollar, quoted by Taipei Forex Inc. on the day), for a period of 20 out

of 30 consecutive trading days is at least 125% of the Early Redemption

Amount divided by the Conversion Ratio, defined to be the principal amount

of Bonds divided by the Conversion Price at that time (translated into US

dollars at the Fixed Exchange Rate as determined on the pricing date).

(b)The Issuer may redeem the outstanding Bonds, in whole but not in part,

at the Early Redemption Amount in the event that more than 90% in principal

amount of the Bonds have been redeemed, repurchased and cancelled, or

converted.

(c)The Issuer may redeem the outstanding Bonds, in whole but not in part,

at the Early Redemption Amount in the event of changes in the ROC taxation,

which results in increase of tax obligation or the necessity to pay

additional interest expense or increase of additional costs to the Issuer.

Bondholders may elect not to have their bonds redeemed but with no

entitlement to any additional amounts or reimbursement of additional tax.

(5)The Bonds are sold and issued outside of Taiwan and listed on the

Singapore Stock Exchange.

(6)Subscription by Designated Persons: None

(7)Capital Usage Plan and Benefits:

A.To fund the repurchase of the 3rd Unsecured Euro-Convertible Bonds

B.To increase the flexibility of fund dispatching

C.To save interest expense

(8)Impact to Shareholders:

When all the Bonds convert into common shares this year, the share

dilution will be around 10.98%. It will not be a material adverse effect

on the shareholders equity.